This Joint Venture Agreement (“JV Agreement”), effective as of [Date], is entered into by and between ABC Example (the “Client”) and Bluhe Shire Trust, a U.S. Private Trust (the “Private Asset Manager”), for the purpose of jointly managing the Client's assets under the existing Private Asset Management Agreement (AUM).

W I T N E S S E T H

WHEREAS, the Client and Private Asset Manager desire to establish a Joint Venture to manage, operate, and monetize the assets described under the AUM Agreement;

WHEREAS, the parties agree to share the responsibilities, risks, and profits associated with the monetization of the assets under the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereby agree as follows:

1. Formation and Purpose of the Joint Venture

The Client and Private Asset Manager (collectively, the "Parties") hereby form a Joint Venture to manage and monetize the Client's assets as described in the AUM Agreement. The purpose of this Joint Venture is to:

• Monetize the assets to generate returns.
• Share the risks, responsibilities, and profits in accordance with the terms of this Agreement.

This JV Agreement shall operate solely for the purpose of monetizing the Client's assets. The structure and provisions of the UCC-1 Filing assigned to Bluhe Shire Trust will remain in place, and Bluhe Shire Trust will retain facilitation and administrative control of the assets under this Joint Venture.

2. Responsibilities of the Parties

a. Private Asset Manager Responsibilities:

• Administrative and Facilitation Control: Bluhe Shire Trust shall have full administrative and facilitation control of the Client's assets while under management as outlined in the AUM Agreement.
• The Private Asset Manager will manage, operate, and oversee the monetization process as outlined in the AUM Agreement and maintain authority over the handling of the assets.
• The Private Asset Manager will perform all necessary administrative functions, including interacting with financial institutions, consultants, and other necessary parties.

b. Client Responsibilities:

• The Client shall provide all necessary documentation, including the assets described under the AUM Agreement, and maintain open communication with the Private Asset Manager regarding the status of the assets.
• The Client will comply with all terms of the AUM Agreement and cooperate with Bluhe Shire Trust as needed for the successful management and monetization of the assets.

3. Profit Sharing

The profits generated from the monetization of the Client's assets will be distributed between the Parties as follows:

• 50% of profits to the Client.
• 50% of profits to Bluhe Shire Trust.

Profits are calculated as gross revenues minus all direct and indirect costs associated with monetization, including any applicable taxes, fees, and operational costs.

4. Decision-Making and Control

• Private Asset Manager Control: Bluhe Shire Trust retains full administrative and facilitation control of the assets for the purpose of managing, monetizing, and operating the assets under this JV.
• The Client shall have no decision-making authority related to the daily management, monetization, or operation of the assets while under Bluhe Shire Trust’s control, in accordance with the AUM Agreement.

5. Ownership and Equity

This Joint Venture does not establish equity ownership. The ownership structure remains governed by the Private Asset Management Agreement (AUM). The Client retains legal ownership of the assets, while Bluhe Shire Trust holds the UCC-1 Filing as collateral, ensuring control over the assets for the purpose of monetization.

6. Dispute Resolution

In the event of any disputes arising under this JV Agreement, the parties agree to first attempt to resolve the matter through mediation conducted by a neutral third party. If mediation fails, the dispute will be resolved by arbitration under the rules of the International Chamber of Commerce (ICC). The arbitration shall take place in Florida, and the decision of the arbitrator(s) shall be final and binding. The costs of the arbitration will be borne equally by both parties unless the arbitrator(s) decide otherwise.

7. Confidentiality

Both parties agree to maintain strict confidentiality regarding all proprietary information and details related to the Joint Venture, including but not limited to trade secrets, financial details, and other sensitive business information. Neither party shall disclose such information to any third party without the prior written consent of the other, except as required by law. This obligation of confidentiality shall continue for 5 years after the termination of this Agreement.

8. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to circumstances beyond its reasonable control, including acts of God, war, pandemics, natural disasters, government actions, or other significant events. In such cases, the affected party shall notify the other party in writing as soon as reasonably possible, and both parties will work in good faith to mitigate the effects of such events.

9. Exit Strategy

The exit strategy for the Joint Venture is mutual:

• Either party may exit the Joint Venture after 5 years, provided that 6 months' written notice is given.
• Upon exit, the remaining party shall have the first right of refusal to purchase the exiting party's interest in the JV, based solely on profit-sharing rights, not equity ownership, as no equity is held in this JV.

10. Governing Law

This JV Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.

11. Miscellaneous

• Entire Agreement: This JV Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral.
• Amendments: This Agreement may only be amended or modified by a written agreement signed by both Parties.
• Severability: If any provision of this Agreement is held invalid, the remainder of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Joint Venture Agreement as of the date first written above.

ABC Example
By: ___________________________
Name: _________________________
Date: __________________________

Bluhe Shire Trust
By: ___________________________
Name:
Title: Trustee
Date: __________________________